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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
         
X
      Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
         
        For the quarterly period ended March 31, 2005
 
OR
 
 
      Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
         
Commission File Number: 0-25871
INFORMATICA CORPORATION
(Exact name of registrant as specified in its charter)
     
Delaware
  77-0333710
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)
100 Cardinal Way
Redwood City, California 94063
(Address of principal executive offices)
(650) 385-5000
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:
                           Yes      X                                            No         
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act):
                           Yes      X                                            No         
As of April 29, 2005, there were approximately 86,846,000 shares of the registrant’s common stock outstanding.
 
 


INFORMATICA CORPORATION
Table of Contents
                 
        Page No.
         
 PART I.          
 Item 1.          
            2  
            3  
            4  
            5  
 Item 2.       17  
            32  
 Item 3.       44  
 Item 4.       44  
 PART II.          
 Item 1.       45  
 Item 2.       46  
 Item 6.       46  
            47  
            48  
 EXHIBIT 10.31
 EXHIBIT 10.32
 EXHIBIT 10.33
 EXHIBIT 31.1
 EXHIBIT 31.2
 EXHIBIT 32.1

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PART I:     FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
INFORMATICA CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
                     
    March 31,   December 31,
    2005   2004
         
    (Unaudited)    
Assets
               
Current assets:
               
 
Cash and cash equivalents
  $ 105,788     $ 88,941  
 
Short-term investments
    141,135       152,160  
 
Accounts receivable, net
    26,526       42,535  
 
Prepaid expenses and other current assets
    9,205       7,837  
             
   
Total current assets
    282,654       291,473  
Restricted cash
    12,166       12,166  
Property and equipment, net
    23,655       20,063  
Goodwill
    82,105       82,245  
Intangible assets, net
    5,085       2,880  
Other assets
    946       941  
             
   
Total assets
  $ 406,611     $ 409,768  
             
 
Liabilities and Stockholders’ Equity
               
Current liabilities:
               
 
Accounts payable
  $ 5,189     $ 7,476  
 
Accrued liabilities
    14,170       15,581  
 
Accrued compensation and related expenses
    10,624       15,681  
 
Income taxes payable
    4,754       3,142  
 
Accrued facilities restructuring charges
    19,252       20,080  
 
Accrued merger costs
    306       209  
 
Deferred revenues
    65,733       62,443  
             
   
Total current liabilities
    120,028       124,612  
Accrued facilities restructuring charges, less current portion
    86,319       89,171  
Accrued merger costs, less current portion
    147       263  
             
   
Total liabilities
    206,494       214,046  
             
Commitments and contingencies
               
Stockholders’ equity:
               
 
Common stock
    390,741       390,035  
 
Deferred stock-based compensation
    (728 )     (1,000 )
 
Accumulated deficit
    (190,779 )     (195,088 )
 
Accumulated other comprehensive income
    883       1,775  
             
   
Total stockholders’ equity
    200,117       195,722  
             
   
Total liabilities and stockholders’ equity
  $ 406,611     $ 409,768  
             
See accompanying notes to condensed consolidated financial statements.

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INFORMATICA CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
                     
    Three Months Ended
    March 31,
     
    2005   2004
         
Revenues:
               
 
License
  $ 24,956     $ 24,918  
 
Service
    33,435       29,255  
             
   
Total revenues
    58,391       54,173  
             
Cost of revenues:
               
 
License
    710       1,101  
 
Service
    10,481       10,083  
 
Amortization of acquired technology
    236       574  
             
   
Total cost of revenues
    11,427       11,758  
             
   
Gross profit
    46,964       42,415  
Operating expenses:
               
 
Research and development
    10,247       13,302  
 
Sales and marketing
    25,358       22,552  
 
General and administrative
    5,106       4,957  
 
Amortization of intangible assets
    47       55  
 
Facilities restructuring charges
    1,558        
             
   
Total operating expenses
    42,316       40,866  
             
   
Income from operations
    4,648       1,549  
Interest income and other, net
    1,033       689  
             
   
Income before provision for income taxes
    5,681       2,238  
Provision for income taxes
    1,372       347  
             
   
Net income
  $ 4,309     $ 1,891  
             
Basic and diluted net income per common share
  $ 0.05     $ 0.02  
             
Shares used in computing basic net income per common share
    86,886       84,811  
             
Shares used in computing diluted net income per common share
    89,284       89,752  
             
See accompanying notes to condensed consolidated financial statements.

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INFORMATICA CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
                         
    Three Months Ended
    March 31,
     
    2005   2004
         
Operating activities
               
 
Net income
  $ 4,309     $ 1,891  
 
Adjustments to reconcile net income to net cash provided by operating activities:
               
   
Depreciation and amortization
    2,221       2,731  
   
Provision for doubtful accounts and sales and returns allowances
    (29 )     (207 )
   
Amortization and compensation expense related to stock options
    238       1,008  
   
Amortization of intangible assets and acquired technology
    283       629  
   
Non-cash facilities restructuring charges
    1,558        
   
Loss on sale of property and equipment
          2  
   
Changes in operating assets and liabilities:
               
     
Accounts receivable
    16,038       8,349  
     
Prepaid expenses and other assets
    (3,873 )     (4,011 )
     
Accounts payable and accrued liabilities
    (3,698 )     (3,642 )
     
Accrued compensation and related expenses
    (5,057 )     (4,431 )
     
Income taxes payable
    1,544       (472 )
     
Accrued facilities restructuring charges
    (5,199 )     (1,089 )
     
Accrued merger charges
    (19 )     (93 )
     
Deferred revenues
    3,290       3,418  
             
       
Net cash provided by operating activities
    11,606       4,083  
             
Investing activities
               
 
Purchases of property and equipment
    (5,916 )     (846 )
 
Purchases of investments
    (31,489 )     (51,390 )
 
Maturities and sales of investments
    42,250       41,667  
             
       
Net cash provided by (used in) investing activities
    4,845       (10,569 )
             
Financing activities
               
 
Net proceeds from issuance of common stock
    6,218       5,131  
 
Repurchases and retirements of common stock
    (5,270 )      
             
       
Net cash provided by financing activities
    948       5,131  
             
Effect of foreign exchange rate changes on cash and cash equivalents
    (552 )     (195 )
Net increase (decrease) in cash and cash equivalents
    16,847       (1,550 )
Cash and cash equivalents at beginning of period
    88,941       82,903  
             
Cash and cash equivalents at end of period
  $ 105,788     $ 81,353  
             
Supplemental disclosures:
               
   
Income taxes paid
  $ 46     $ 836  
             
Supplemental disclosures of non-cash investing and financing activities:
               
   
Unrealized gain (loss) on short-term investments
  $ (264 )   $ 45  
             
See accompanying notes to condensed consolidated financial statements.

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INFORMATICA CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1.  Summary of Significant Accounting Policies
Basis of Presentation
      The accompanying condensed consolidated financial statements of Informatica Corporation (the “Company”) have been prepared in conformity with accounting principles generally accepted in the United States. However, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed, or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, the financial statements include all adjustments necessary (which are of a normal recurring nature. See Note 4. Restructuring Charges for the adjustments other than normal recurring adjustments) for the fair presentation of the results of the interim periods presented. All of the amounts included in this report related to the condensed consolidated financial statements and notes thereto as of and for the three months ended March 31, 2005 and 2004 are unaudited. The interim results presented are not necessarily indicative of results for any subsequent interim period, the year ended December 31, 2005 or any future period.
      Approximately $0.6 million in amortization of stock-based compensation has been reclassified for the quarterly period ended March 31, 2004 as a separate line item in the statements of operations to cost of service revenue, research and development, sales and marketing and general and administrative expense.
      These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2004 included in the Company’s Annual Report on Form 10-K filed with the SEC. The condensed consolidated balance sheet as of December 31, 2004 has been derived from the audited consolidated financial statements of the Company.
Revenue Recognition
      The Company follows detailed revenue recognition guidelines, which are discussed below. The Company recognizes revenue in accordance with accounting principles generally accepted in the United States of America that have been prescribed for the software industry. The accounting rules related to revenue recognition are complex and are affected by interpretations of the rules and an understanding of industry practices, both of which are subject to change. Consequently, the revenue recognition accounting rules require management to make significant judgments, such as determining if collectibility is probable and if a customer is credit-worthy.
      The Company recognizes revenue in accordance with American Institute of Certified Public Accountants (“AICPA”) Statement of Position (“SOP”) 97-2, Software Revenue Recognition, as amended and modified by SOP 98-9, Modification of SOP 97-2, Software Revenue Recognition, With Respect to Certain Transactions. The Company recognizes license revenues when a noncancelable license agreement has been signed, the product has been shipped or the Company has provided the customer with the access codes that allow for immediate possession of the software (collectively “delivered”), the fees are fixed or determinable, collectibility is probable and vendor-specific objective evidence (“VSOE”) of fair value exists to allocate the fee to the undelivered elements of the arrangement. VSOE is based on the price charged when an element is sold separately. In the case of an element not yet sold separately, the price, which does not change before the element is made generally available, is established by authorized management. If an acceptance period is required, the Company recognizes revenue upon customer acceptance or the expiration of the acceptance period after all other revenue recognition criteria under SOP 97-2 have been met. The Company’s standard agreements do not contain product return rights.
      Credit-worthiness and collectibility are first assessed on a country level basis. Then, for those customers, including direct end users and the Company’s indirect channel partners (resellers, distributors and original equipment manufacturers (OEMs)) in countries deemed to have sufficient timely payment history, customers are assessed based on their payment history and credit profile.

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INFORMATICA CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
      The country level assessment of credit-worthiness and collectibility has generally been performed annually with any changes in assessment effective on January 1st of the next fiscal year. The Company recently performed a country level assessment of credit-worthiness and determined 10 additional countries to be credit-worthy based on geopolitical and economic stability. These countries include France, where the Company has a direct sales channel, and Japan, where the Company has both direct and indirect sales channels, as well as Spain, Italy, Norway, Sweden, Denmark, Finland, Australia and New Zealand, where the sales channel consists of distributors. In each of the nine countries excluding France, the Company assessed the credit-worthiness and collectibility of its existing distributors and will continue to recognize revenue through these distributors upon cash receipt. However, effective January 1, 2005, in France, where the country level criteria have been met and individual customers are deemed credit-worthy, the Company has begun recognizing revenue upon shipment, rather than on cash receipt, after all other revenue recognition criteria under SOP 97-2 have been met, including, for resellers and distributors, evidence of sell-through to an identified end user. In the other nine countries where the individual distributors have not met the credit-worthiness and collectibility requirements, the Company will continue to reassess their status quarterly.
      The Company’s reseller and distributor arrangements typically provide for sublicense or end user license fees based on a percentage of list prices. Revenue arrangements with resellers and distributors require evidence of sell-through, that is, persuasive evidence that the products have been sold to an identified end user. For products sold indirectly through the Company’s resellers and distributors, the Company recognizes revenue upon shipment and receipt of evidence of sell-through if the reseller or distributor has been deemed credit-worthy.
      The Company also enters into OEM arrangements that provide for license fees based on inclusion of the Company’s products in the OEM’s products. These arrangements provide for fixed, irrevocable royalty payments. For credit-worthy OEMs, royalty payments are recognized based on the activity in the royalty report the Company receives from the OEM, or in the case of OEMs with fixed royalty payments, revenue is recognized when the related payment is due. When OEMs are not deemed credit-worthy, revenue is recognized upon cash receipt. In both cases, revenue is recognized after all other revenue recognition criteria under SOP 97-2 have been met.
      The assessment of credit-worthiness for resellers, distributors and OEMs within countries that have been deemed to be credit-worthy generally takes place quarterly, with any changes effective at the beginning of the next fiscal quarter. Credit-worthiness for these partners is assessed based on established credit history consisting of sales of at least one million dollars and with timely payment history, generally for the last 12 months. In the third quarter of 2004, the Company’s assessment of three resellers and OEMs determined that these customers were credit-worthy and effective October 2004, the Company began recognizing revenue from these customers upon shipment, after all other revenue recognition criteria under SOP 97-2 have been met.
      For transactions to all customers, including direct end users, resellers, distributors and OEMs, where the customer is deemed credit-worthy, but where the stated payment terms of the transaction are greater than 45 days from the invoice date, the Company recognizes revenue when the payments become due. In assessing this policy in light of the Company’s continuing international expansion where stated payment terms can be slightly longer, the Company determined, effective January 1, 2005, that extending the threshold to 60 days on a world-wide basis is more reflective of the Company’s standard payment terms with its customers. Therefore, effective January 1, 2005, the Company began to recognize revenue upon shipment for transactions with credit-worthy customers in credit-worthy countries with stated payment terms up to and including 60 days, after all other revenue recognition criteria under SOP 97-2 have been met. The Company has analyzed the impact of this change as though it had been implemented during 2004 and determined that this change would not have been material to its quarterly or annual revenue or results of operations in 2004. Those transactions with stated terms of more than 60 days will continue to be recognized when payments become due.

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INFORMATICA CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
      When a customer, including direct end users, resellers, distributors and OEMs, is not deemed credit-worthy, revenue is recognized when cash is received, after all other revenue recognition criteria under SOP 97-2 have been met.
      The Company ceased selling data warehouse modules in July 2003. For the Company’s analytic application suites, which the Company also ceased selling directly in July 2003, the Company recognized both the license and maintenance revenue ratably over the initial maintenance period, generally one year, since it did not have VSOE of maintenance for its analytic application suites.
      The Company recognizes maintenance revenues, which consist of fees for ongoing support and product updates, ratably over the term of the contract, typically one year. Consulting revenues are primarily related to implementation services and product enhancements performed on a time-and-materials basis or, on a very infrequent basis, a fixed fee arrangement under separate service arrangements related to the installation and implementation of its software products. Education services revenues are generated from classes offered at the Company’s headquarters, sales offices and customer locations. Revenues from consulting and education services are recognized as the services are performed. When a contract includes both license and service elements, the license fee is recognized on delivery of the software or cash collections, provided services do not include significant customization or modification of the base product, and are not otherwise essential to the functionality of the software, and the payment terms for licenses are not dependent on additional acceptance criteria.
      Deferred revenues include deferred license, maintenance, consulting and education services revenue. The Company’s practice is to net unpaid deferred items against the related receivables balances from those OEMs, specific resellers, distributors and specific international customers for which the Company defers revenue until payment is received.
Net Income Per Common Share
      Under the provisions of SFAS No. 128, “Earnings per Share,” basic net income per share is computed using the weighted-average number of common shares outstanding during the period. Diluted net income per share reflects the potential dilution of securities by adding other common stock equivalents, primarily stock options, to the weighted-average number of common shares outstanding during the period, if dilutive. Potentially dilutive securities have been excluded from the computation of diluted net income per share if their inclusion is antidilutive.
      The calculation of basic and diluted net income per common share is as follows (in thousands, except per share amounts):
                 
    Three Months Ended
    March 31,
     
    2005   2004
         
Net income
  $ 4,309     $ 1,891  
Weighted average shares outstanding
    86,926       85,146  
Weighted average unvested shares of common stock subject to repurchase
    (40 )     (335 )
             
Shares used in computing basic net income per common share
    86,886       84,811  
             
Effect of dilutive securities
    2,398       4,941  
             
Shares used in computing dilutive net income per common share
    89,284       89,752  
             
Basic and diluted net loss per common share
  $ 0.05     $ 0.02  
             

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INFORMATICA CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Stock-based Compensation
      The Company accounts for stock issued to employees using the intrinsic value method in accordance with Accounting Principles Board Opinion (“APB”) No. 25, Accounting for Stock Issued to Employees, and complies with the disclosure provisions of Statement of Financial Accounting Standard (“SFAS”) No. 123, “Accounting for Stock-Based Compensation” and SFAS No. 148, Accounting for Stock-Based Compensation — Transition and Disclosure. Under APB No. 25, compensation expense of fixed stock options is based on the difference, if any, on the date of the grant between the fair value of the Company’s stock and the exercise price of the option. The Company amortizes its stock-based compensation under APB 25 using a straight-line basis over the remaining vesting term of the related options. The Company accounts for stock issued to non-employees in accordance with the provisions of SFAS No. 123 and Emerging Issues Task Force (“EITF”) No. 96-18, Accounting for Equity Instruments That are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services.
      Pro forma information regarding net income and net income per share is required by SFAS No. 148 as if the Company had accounted for its employee stock options and shares issued under the Employee Stock Purchase Plan (“ESPP”) under the fair value method of SFAS No. 123. The fair value of the Company’s stock-based awards to employees was estimated using the multiple option approach of the Black-Scholes option-pricing model. The related expense is amortized using an accelerated method over the vesting terms of the option as required by Financial Accounting Standards Board Interpretation (“FIN”) No. 28, Accounting for Stock Appreciation Rights and Other Variable Stock Option or Awards Plans (an interpretation of APB Opinions No. 15 and 25).
      The fair value of the Company’s stock-based awards was estimated assuming no expected dividends with the following weighted-average assumptions:
           
    Three Months Ended
    March 31,
     
    2005   2004
         
Option Grants:
       
 
Expected life of options (years)
  3.1 year   3.0 year
 
Risk-free interest rate
  3.9%   2.0%
 
Volatility
  65%   92%
ESPP:
       
 
Expected life of ESPP (years)
  1.25 year   1.25 year
 
Risk-free interest rate – ESPP
  3.1%   1.4%
 
Volatility – ESPP
  45%   64%
      The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. The Black-Scholes model requires the input of highly subjective assumptions. Because the Company’s stock-based awards have characteristics significantly different from those in traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its stock-based awards. During the first quarter of 2005, the Company modified its approach and updated certain assumptions with respect to determining the estimated fair value of shares granted under its employee stock purchase plan, and made other corrections to its 2004 pro forma charges. The previous amount for the first quarter of 2004 has been revised to reflect these corrections. The pro forma stock-based compensation expense reported under the fair value method was previously reported as $3.4 million for the three months ended March 31, 2004.
      Had compensation cost for the Company’s stock-based compensation plans been determined using the fair value at the grant dates for awards under those plans calculated using the Black-Scholes method of

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INFORMATICA CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
SFAS No. 123, the Company’s net income (loss) and basic and diluted net income (loss) per share would have been changed to the pro forma amounts indicated below (in thousands, except per share amounts):
                   
    Three Months Ended
    March 31,
     
    2005   2004
         
 
Net income, as reported
  $ 4,309     $ 1,891  
 
Stock-based compensation expense included in net income as reported, net of related tax effects
    238       638  
 
Stock-based compensation expense determined under fair value method, net of related tax effects
    (4,702 )     (3,776 )
             
 
Net loss, pro forma
  $ (155 )   $ (1,247 )
             
Basic and diluted net income (loss) per common share:
               
 
As reported
  $ 0.05     $ 0.02  
 
Pro forma
  $ 0.00     $ (0.01 )
      These pro forma amounts may not be representative of the effects on reported income (loss) for future years as options vest over several years and additional awards are generally made each year.
Note 2.  Comprehensive Income (Loss)